EXHIBIT 10.13
LETTER AGREEMENT DATED DECEMBER 1998 BY AND BETWEEN
THE COMPANY AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
December 10, 1998
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇:
We are pleased to offer you the position of Member of the Board of Directors of
C2i Solutions, Inc. ("C2i"). Your service as a Member of the Board of Directors
has been approved by the other directors. You will perform directors' functions
including introductions, strategic planning, assistance with new business
development and would be available for advice and consultation.
The following offer references the incentives you will be entitled to as a Board
Member.
1. An option to purchase eighty-seven thousand five hundred (87,500)
shares of common stock with an exercise price equal to the market value
per share, on the date of grant, and vesting monthly in 1/48th monthly
increments, over four years, with vesting commencing on your initial
appointment to the Board (December 10, 1998).
2. A referral fee of four and one-half percent (4.5%) for sales that are
consummated without an "RFP" process, for which you provided the sales
lead to C2i.
3. A referral fee of two percent (2%) for all sales that result from an
"RFP" process, for which you provided the sales lead to C2i.
4. Reimbursement of actual costs of air fare, lodging and meals for all
Advisors' and Board of Directors' meetings attended in person, in
accordance with C2i's standard policies.
The options will expire upon the earlier of ten (10) years from the date of
grant, or ninety (90) days following the conclusion of your service as a
director. All referral fees are payable quarterly after receipt of payment by
C2i from the customer.
If this offer is acceptable, please indicate your approval by signing below, and
returning this document in person, by mail or FAX at ▇▇▇-▇▇▇-▇▇▇▇.
December 10, 1998
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I look forward to a long and mutually beneficial relationship. Your willingness
to join us is greatly appreciated.
Sincerely,
C2i Solutions, Inc. Accepted and Approved:
/S/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President & CEO
December 16, 1998
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